Material Agreement, Termination of Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in a Current Report on Form 8-K filed on July 30, 2025, SOHO Atlanta, LLC (the "Seller"), a Delaware limited liability company and an affiliate of Sotherly Hotels Inc., a Maryland corporation (the "Company") and the sole general partner of Sotherly Hotels LP, a Delaware limited partnership, entered into a sale, purchase and escrow agreement (the "Agreement") on July 24, 2025 to sell a portion of its real estate containing the parking garage (the "Parking Garage"), associated with the Georgian Terrace hotel, located in Atlanta, Georgia, to Banyan Street Capital LLC, a Delaware limited liability company (the "Buyer" and, together with the Seller, the "Parties") for a purchase price of $17.75 million.

The closing of the transactions contemplated by the Agreement was subject to various contingencies, including Buyer's 45-day investigation period, during which period Buyer was entitled to terminate the Agreement for any reason (the "Investigation Period"). On September 5, 2025, Buyer sent a notice that it was terminating the Agreement pursuant to such termination right (the "Termination Notice"). On September 9, 2025, the Parties executed an amendment to the Agreement which rescinds the Termination Notice and extends the Investigation Period until September 30, 2025, or such later date upon which the Parties may mutually agree.

Item 1.02 Termination of a Material Definitive Agreement.

The disclosures set forth in Item 1.01 of this Current Report on Form 8-K are incorporated into this Item 1.02 by reference.